MARA Holdings Inc. (NASDAQ: MARA) announced its wholly owned subsidiary MARA USA Corporation has commenced a consent solicitation to amend the indenture governing $600 million in outstanding 8.750% senior secured notes due 2032 issued by Long Ridge Energy LLC.

The consent solicitation relates to MARA's pending acquisition of Long Ridge Energy & Power LLC through an equity purchase agreement signed April 29, 2026. The transaction would trigger a "Change of Control" provision under the current indenture, requiring Long Ridge Energy LLC to offer to purchase all outstanding notes at 101% of principal plus accrued interest.

MARA seeks noteholder consent to amend the indenture so the acquisition would not constitute a "Change of Control" and to designate MARA and its affiliates as permitted holders. The company is offering a consent fee of $2.50 per $1,000 principal amount of notes to holders who provide consent.

The consent solicitation expires at 5:00 p.m. New York time on May 15, 2026. The amendments require approval from holders of at least a majority of the outstanding note principal amount. Payment of the consent fee is contingent on receiving the required consents and completing the acquisition.

The transaction is expected to close in the second half of 2026, potentially as early as the third quarter, subject to regulatory approvals including Hart-Scott-Rodino Act clearance and Federal Energy Regulatory Commission approval.

Barclays Capital Inc. serves as solicitation agent for the consent solicitation, while Global Bondholder Services Corporation acts as information and tabulation agent.

The information is based on a company press release statement.